ETST would acquire 100% of the outstanding equity securities of SUNLIFE AG, LLC Pharmaceuticals Corp by means of a reverse merger in which a newly-formed subsidiary of ETST would be merged with SUNLIFE AG, LLC as the surviving entity (the “Transaction”). A proposed capitalization table follows as Exhibit A below. It is also understood and agreed that the merger would be subject to execution of a definitive agreement, court approval, and the elimination of all ETST liabilities by the receivership estate (the “Estate”).
It is contemplated that the SUNLIFE AG, LLC shareholders will, after the acquisition, control 98% of the outstanding securities of ETST by virtue of an issuance of 2,000,000,000 (two billion) common shares to SUNLIGE AG, LLC . As a condition to closing ETST will obtain court approval for the issuance and a reverse split of any ratio as directed by NPC .